August 18, 2023 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number 001-36404

INPIXON

(Exact name of registrant as specified in its charter)


Nevada						88-0434915
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2479 E. Bayshore Road

Suite 195

Palo Alto, CA 94303

(Address of principal executive offices)

(Zip Code)

(408) 702-2167

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on
which each is registered

Common Stock, par value $0.001

INPX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Common Stock, Par Value $0.001						72,043,450
(Class)						Outstanding at August 14, 2023

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INPIXON

TABLE OF CONTENTS

Page No.

Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report

PART I - FINANCIAL INFORMATION

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Item 1.

Financial Statements

iii

Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022

Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2023 and 2022

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity for the three and six months ended June 30, 2023 and 2022

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION

CONTAINED IN THIS REPORT

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this Form 10-Q. In particular, these include statements relating to future actions; prospective products, applications, customers and technologies; future performance or results of anticipated products; anticipated expenses; and projected financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

•our history of losses;

•our ability to achieve profitability;

•our limited operating history with recent acquisitions;

•the possibility that anticipated tax treatment and benefits of the spin-off of our enterprise apps business and subsequent Business Combination (defined below) may not be achieved;

•risks related to our recent acquisitions, the spin-off of our enterprise apps business and subsequent Business Combination that recently closed or any other strategic transactions that we may undertake;

•our ability to successfully integrate companies or technologies we acquire;

•emerging competition and rapidly advancing technology in our industry that may outpace our technology;

•customer demand for the products and services we develop;

•the impact of competitive or alternative products, technologies and pricing;

•our ability to manufacture or deliver any products we develop;

•general economic conditions and events and the impact they may have on us and our potential customers, including, but not limited to increases in inflation rates and rates of interest, supply chain challenges, increased costs for materials and labor, cybersecurity attacks, other lingering impacts resulting from COVID-19, and the Russia/Ukraine conflicts;

•our ability to obtain adequate financing in the future as needed;

•our ability to consummate strategic transactions which may include acquisitions, mergers, dispositions involving us and any of our business units or other strategic investments;

•our ability to attract, retain and manage existing customers;

•our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market;

•lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be subjected to and are required to report, including but not limited to, the U.S. Securities and Exchange Commission;

•our success at managing the risks involved in the foregoing items;

•impact of any changes in existing or future tax regimes; and

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•other factors discussed in this Form 10-Q.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Form 10-Q, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make or collaborations or strategic partnerships we may enter into.

You should read this Form 10-Q and the documents that we have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Unless otherwise stated or the context otherwise requires, the terms “Inpixon” “we,” “us,” “our” and the “Company” refer collectively to Inpixon and, where appropriate, its subsidiaries.

Note Regarding Reverse Stock Split

The Company effected a reverse stock split of its authorized and issued and outstanding common stock, par value $0.001, at a ratio of 1-for-75, effective as of October 7, 2022 (the "Reverse Stock Split"), for the purpose of complying with Nasdaq Listing Rule 5550(a)(2). We have reflected the Reverse Stock Split herein, unless otherwise indicated.

PART I — FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information which are the accounting principles that are generally accepted in the United States of America and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended June 30, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in our audited consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 included in the annual report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2023 and the recasted audited consolidated financial statements within Exhibit 99.1 on Form 8-k filed with the SEC on June 20, 2023 to reflect the presentation of CXApp operations as discontinued operations to the consolidated financial statements for the years ended December 31, 2022 and 2021.

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except number of shares and par value data)


	As of June 30, 2023		As of December 31, 2022
	(Unaudited)		(Audited)
Assets

Current Assets
Cash and cash equivalents	$	15,681	$	10,235
Accounts receivable, net of allowances of $237 and $272, respectively	1,803		1,889
Notes and other receivables	785		86
Inventory	3,228		2,442
Note receivable	—		150
Prepaid expenses and other current assets	2,181		2,803
Current assets of discontinued operations	—		12,261

Total Current Assets	23,678		29,866

Property and equipment, net	1,009		1,064
Operating lease right-of-use asset, net	434		531
Software development costs, net	1,113		1,265
Investments in equity securities	1,414		330
Long-term investments	50		716
Intangible assets, net	2,573		2,994
Other assets	174		158
Non-current assets of discontinued operations	—		20,711

Total Assets	$	30,445	$	57,635

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands, except number of shares and par value data)


	As of June 30, 2023		As of December 31, 2022
	(Unaudited)		(Audited)
Liabilities and Stockholders’ Equity

Current Liabilities
Accounts payable	$	1,665	$	1,503
Accrued liabilities	5,374		2,619
Operating lease obligation, current	200		211
Deferred revenue	1,124		1,323
Short-term debt	13,800		13,643
Acquisition liability	—		197
Warrant liability	1,500		—
Current liabilities of discontinued operations	—		5,218

Total Current Liabilities	23,663		24,714

Long Term Liabilities
Operating lease obligation, noncurrent	245		334
Non-current liabilities of discontinued operations	—		472

Total Liabilities	23,908		25,520

Commitments and Contingencies	—		—





Stockholders’ Equity
Preferred Stock -$0.001 par value; 5,000,000 shares authorized
Series 4 Convertible Preferred Stock - 10,415 shares authorized; 1 issued and 1 outstanding as of June 30, 2023 and December 31, 2022	—		—
Series 5 Convertible Preferred Stock - 12,000 shares authorized; 126 issued and 126 outstanding as of June 30, 2023 and December 31, 2022	—		—
Common Stock - $0.001 par value; 500,000,000 shares authorized; 43,154,195 and 3,570,894 issued and 43,154,194 and 3,570,893 outstanding as of June 30, 2023 and December 31, 2022, respectively.	43		4
Additional paid-in capital	346,799		346,668
Treasury stock, at cost, 1 share	(695)		(695)
Accumulated other comprehensive (loss) income	(189)		1,061
Accumulated deficit	(337,555)		(313,739)

Stockholders’ Equity Attributable to Inpixon	8,403		33,299

Non-controlling Interest	(1,866)		(1,184)

Total Stockholders’ Equity	6,537		32,115

Total Liabilities and Stockholders’ Equity	$	30,445	$	57,635

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
	(Unaudited)
Revenues	$	2,057	$	2,576	$	5,161	$	5,225

Cost of Revenues	390		856		1,180		1,653

Gross Profit	1,667		1,720		3,981		3,572

Operating Expenses
Research and development	2,051		2,482		4,033		4,576
Sales and marketing	1,241		754		2,357		1,924
General and administrative	4,236		5,294		9,850		12,658
Acquisition-related costs	523		137		687		252
Transaction costs	43		—		1,443		—

Impairment of goodwill	—		2,030		—		2,030
Amortization of intangibles	230		396		450		743

Total Operating Expenses	8,324		11,093		18,820		22,183

Loss from Operations	(6,657)		(9,373)		(14,839)		(18,611)

Other (Expense)/Income
Interest (expense)/income, net	(1,756)		168		(3,481)		169


Other income/(expense), net	1,183		15		1,212		(28)
Unrealized gain/(loss) on equity securities	(92)		247		(58)		(1,256)
Total Other Expense	(665)		430		(2,327)		(1,115)

Net Loss from Continuing Operations, before tax	(7,322)		(8,943)		(17,166)		(19,726)
Income tax provision	(7)		(22)		(2,485)		(22)
Net Loss from Continuing Operations	(7,329)		(8,965)		(19,651)		(19,748)

Loss from Discontinued Operations, Net of Tax	—		(11,365)		(4,856)		(12,139)

Net Loss	(7,329)		(20,330)		(24,507)		(31,887)

Net Loss Attributable to Non-controlling Interest	(363)		(458)		(667)		(804)

Net Loss Attributable to Stockholders of Inpixon	(6,966)		(19,872)		(23,840)		(31,083)
Accretion of Series 7 Preferred Stock	—		—		—		(4,555)
Accretion of Series 8 Preferred Stock	—		(6,237)		—		(6,785)
Deemed dividend for the modification related to Series 8 Preferred Stock	—		—		—		(2,627)
Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock	—		—		—		1,469
Amortization premium- modification related to Series 8 Preferred Stock	—		1,252		—		1,362

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)


Net Loss Attributable to Common Stockholders	$	(6,966)	$	(24,857)	$	(23,840)	$	(42,219)

Net Loss Per Share - Basic and Diluted
Continuing Operations	$	(0.19)	$	(6.99)	$	(0.92)	$	(14.90)
Discontinued Operations	$	—	$	(5.88)	$	(0.24)	$	(6.01)
Net Loss Per Share - Basic and Diluted	$	(0.19)	$	(12.87)	$	(1.16)	$	(20.91)


Weighted Average Shares Outstanding
Basic and Diluted	37,442,387		1,931,535		20,600,208		2,018,295

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
	(Unaudited)
Net Loss	$	(7,329)	$	(20,330)	$	(24,507)	$	(31,887)
Unrealized gain on available for sale debt securities	—		375		—		375
Unrealized foreign exchange loss from cumulative translation adjustments	9		281		(1,250)		180

Comprehensive Loss	$	(7,320)	$	(19,674)	$	(25,757)	$	(31,332)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY

For the three and six months ended June 30, 2023

(Unaudited)

(In thousands, except share and per share data)


	Series 4 Convertible Preferred Stock	Series 5 Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Treasury Stock						Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-Controlling Interest			Total Stockholders’ (Deficit) Equity
		Shares	Amount		Shares	Amount			Shares			Amount					Shares					Amount
Balance - January 1, 2023		1	$	—	126	$	—	3,570,894		$	4		$	346,668		(1)		$	(695)	$	1,061		$	(313,739)	$	(1,184)	$	32,115
Common shares issued for extinguishment of debt		—	—		—	—		1,547,234		1			1,425			—		—		—			—		—		1,426
Common shares issued for net cash proceeds of a public offering								9,655,207		10			14,956			—		—		—			—		—		14,966
Stock options and restricted stock awards granted to employees for services		—	—		—	—		—		—			329			—		—		—			—		—		329
Deconsolidation of CXApp business as result of spin off		—	—		—	—		—		—			(24,230)		1	—		—		—			—		—		(24,230)
Common shares issued for net proceeds from warrants exercised		—	—		—	—		1,380,000		1			—			—		—		—			—		—		1
Common shares issued for exchange of warrants		—	—		—	—		324,918		—			—			—		—		—			—		—		—
Cumulative translation adjustment		—	—		—	—		—		—			—			—		—		(1,259)			26		(17)		(1,250)
Net loss		—	—		—	—		—		—			—			—		—		—			(16,873)		(305)		(17,178)
Balance - March 31, 2023		1	$	—	126	$	—	16,478,253		$	16		$	339,148		(1)		$	(695)	$	(198)		$	(330,586)	$	(1,506)	$	6,179

Stock options and restricted stock awards granted to employees for services		—	—		—	—		—		—			241			—		—		—			—		—		241
Common shares issued for extinguishment of debt		—	—		—	—		7,349,420		7			2,013			—		—		—			—		—		2,020
Common shares issued for net cash proceeds of a public offering		—	—		—	—		19,326,522		20			5,397			—		—		—			—		—		5,417
Cumulative translation adjustment		—	—		—	—		—		—			—			—		—		9			(3)		3		9
Net loss		—	—		—	—		—		—			—			—		—		—			(6,966)		(363)		(7,329)
Balance - June 30, 2023		1	$	—	126	$	—	43,154,195		$	43		$	346,799		(1)		$	(695)	$	(189)		$	(337,555)	$	(1,866)	$	6,537

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY

For the three and six months ended June 30, 2022

(Unaudited)

(In thousands, except share and per share data)


	Series 7 Preferred Stock			Series 8 Preferred Stock				Series 4 Convertible Preferred Stock			Series 5 Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-Controlling Interest		Total Stockholders’ (Deficit) Equity
	Shares	Amount		Shares	Amount		Amount	Shares	Amount		Shares	Amount		Shares	Amount				Shares	Amount
Balance - January 1, 2022	49,250	44,695		—	—			1	$	—	126	$	—	1,730,140	$	2	$	332,761	(1)	$	(695)	$	44	$	(250,309)	$	1,688	$	83,491
Common shares issued for extinguishment of debt	—	—		—	—			—	—		—	—		57,472	—		1,500		—	—		—		—		—		1,500
Stock options and restricted stock awards granted to employees for services	—	—		—	—			—	—		—	—		—	—		1,533		—	—		—		—		—		1,533
Series 7 Preferred redeemed for cash	(49,250)	(49,250)		—	—			—	—		—	—		—	—		—		—	—		—		—		—		—
Series 8 Preferred stock issued for cash	—	—		53,197.72	41,577			—	—		—	—		—	—		5,329		—	—		—		—		—		5,329
Accretion Discount- Series 7 Preferred Shares	—	4,555		—	—			—	—		—	—		—	—		(4,555)		—	—		—		—		—		(4,555)
Accretion Discount- Series 8 Preferred Shares	—	—		—	548			—	—		—	—		—	—		(548)		—	—		—		—		—		(548)
Deemed dividend for the modification related to Series 8 Preferred Stock	—	—		—	2,627			—	—		—	—		—	—		(2,627)		—	—		—		—		—		(2,627)
Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock	—	—		—	(1,469)			—	—		—	—		—	—		1,469		—	—		—		—		—		1,469
Amortization Premium- modification related to Series 8 Preferred Stock	—	—		—	(110)			—	—		—	—		—	—		110		—	—		—		—		—		110
Restricted stock grants withheld for taxes	—	—		—	—			—	—		—	—		(12,802)	—		(336)		—	—		—		—		—		(336)
Common shares issued for CXApp earnout	—	—		—	—			—	—		—	—		144,986	—		3,697		—	—		—		—		—		3,697
Common shares issued for exchange of warrants	—	—		—	—			—	—		—	—		184,153	—		—		—	—		—		—		—		—
Cumulative translation adjustment	—	—		—	—			—	—		—	—		—	—		—		—	—		(102)		(15)		15		(102)
Net loss	—	—		—	—			—	—		—	—		—	—		—		—	—		—		(11,211)		(346)		(11,557)

Balance - March 31, 2022	—	$	—	53,197.72	$	43,173		1	$	—	126	$	—	2,103,949	$	2	$	338,333	(1)	$	(695)	$	(58)	$	(261,535)	$	1,357	$	77,404

Stock options and restricted stock awards granted to employees for services	—	—		—	—			—	—		—	—		—	—		741		—	—		—		—		—		741
Common shares issued for cashless stock options exercised	—	—		—	—			—	—		—	—		35,062	—		500		—	—		—		—		—		500
Series 8 Preferred stock issued for cash	—	—		—	—			—	—		—	—		—	—		—		—	—		—		—		—		—
Accretion Discount- Series 8 Preferred Shares	—	—		—	6,236			—	—		—	—		—	—		(6,236)		—	—		—		—		—		(6,236)

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Restricted stock grants withheld for taxes	—	—		—	—		—	—		—	—		—	—		1,251		—	—		—		—		—		1,251
Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock	—	—		—	—		—	—		—	—		—	—		—		—	—		—		—		—		—
Amortization Premium- modification related to Series 8 Preferred Stock	—	—		—	(1,251)		—	—		—	—		—	—		—		—	—		—		—		—		—
Cumulative translation adjustment	—	—		—	—		—	—		—	—		—	—		—		—	—		656		(56)		57		657
Net income (loss)	—	—		—	—		—	—		—	—		—	—		—		—	—		—		(19,872)		(458)		(20,330)

Balance - June 30, 2022	—	$	—	53,197.7234	$	48,158	1	$	—	126	$	—	2,139,011	$	2	$	334,589	(1)	$	(695)	$	598	$	(281,463)	$	956	$	53,987

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	For the Six Months Ended June 30,
	2023		2022
Cash Flows Used in Operating Activities	(Unaudited)

Net loss	$	(24,507)	$	(31,887)

Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	624		650
Amortization of intangible assets	1,255		3,026
Amortization of right of use asset	158		353
Stock based compensation	570		2,274
Amortization of warrant liability to redemption value	20		—
Earnout expense valuation benefit	—		(2,827)




Gain on settlement with FOXO	(1,142)		—
Amortization of debt issuance costs	1,686		(92)

Unrealized gain on note	—		344

Unrealized loss on foreign currency transactions	(178)		—



Distribution of equity method investment shares to employees as compensation	666		—

Deferred income tax	2,591		(1)


Unrealized loss on equity securities	58		1,256
Impairment of goodwill	—		7,570
Gain on fair value of warrant liability	71		—


Other	22		181

Changes in operating assets and liabilities:
Accounts receivable and other receivables	(1,016)		361
Inventory	(779)		285
Prepaid expenses and other current assets	890		1,357
Other assets	(4)		25
Accounts payable	(634)		(1,498)
Accrued liabilities	3,796		542
Income tax liabilities	(119)		(40)
Deferred revenue	325		(1,096)
Operating lease obligation	(158)		(327)

Net Cash Used in Operating Activities	(15,805)		(19,544)

Cash Flows Used in Investing Activities
Purchase of property and equipment	(45)		(140)
Investment in capitalized software	(135)		(306)


Purchase of convertible note	—		(5,500)


Sales of treasury bills	—		43,001

Proceeds from repayment of note receivable	150		—
Issuance of note receivable	(450)		—
Net Cash (Used in) Provided By Investing Activities	(480)		37,055

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INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In thousands)



Cash From Financing Activities
Net proceeds from issuance of preferred stock	—		46,906

Net proceeds from promissory note	125		364
Net proceeds from ATM	20,383		—
Cash paid for redemption of preferred stock series 7	—		(49,250)

Taxes paid related to net share settlement of restricted stock units	—		(336)



Net proceeds from the issuance of warrants	1,409		—
Repayment of CXApp acquisition liability	(197)		(1,847)
Common shares issued for net proceeds from warrants	1		—
Distribution to shareholders related to spin-off of CXApp	(10,003)		—


Net Cash Provided By (Used In) Financing Activities	11,718		(4,163)

Effect of Foreign Exchange Rate on Changes on Cash	13		(73)

Net (Decrease)/Increase in Cash and Cash Equivalents	(4,554)		13,275

Cash and Cash Equivalents - Beginning of period	20,235		52,480

Cash and Cash Equivalents - End of period	$	15,681	$	65,755

Supplemental Disclosure of cash flow information:
Cash paid for:
Interest	$	—	$	2
Income Taxes	$	7	$	100

Non-cash investing and financing activities
Common shares issued for extinguishment of debt	$	3,446	$	2,000
Noncash debt modification fees	$	144	$	—
Marketable securities received for settlement of FOXO	$	1,142	$	—
Common shares issued for CXApp Earnout Payment	$	—	$	3,697
Common shares issued in exchange for warrants	$	—	$	14



Noncash net assets distribution to shareholders related to spin-off of CXApp	$	14,227	$	—

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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INPIXON AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Note 1 - Organization and Nature of Business

Inpixon is the Indoor Intelligence™ company. Our solutions and technologies help organizations enable smarter, safer and more secure environments. Inpixon customers can leverage our real-time positioning and analytics technologies to achieve higher levels of productivity and performance, increase safety and security, and drive a more connected work environment. We specialize in providing real-time location systems (RTLS) for the industrial sector. As the manufacturing industry has evolved, RTLS technology has become a crucial aspect of Industry 4.0. Our RTLS solution leverages cutting-edge technologies such as IoT, AI, and big data analytics to provide real-time tracking and monitoring of assets, machines, and people within industrial environments. With our RTLS, businesses can achieve improved operational efficiency, enhanced safety, and reduced costs. By having real-time visibility into operations, industrial organizations can make informed, data-driven decisions, minimize downtime, and ensure compliance with industry regulations. With our RTLS, industrial businesses can transform their operations and stay ahead of the curve in the digital age.

Inpixon's full-stack industrial IoT solution provides end-to-end visibility and control over a wide range of assets and devices. It's designed to help organizations optimize their operations and gain a competitive edge in today's data-driven world. The turn-key platform integrates a range of technologies, including RTLS, sensor networks, edge computing, and big-data analytics, to provide a comprehensive view of an organizations's operations. We help organizations to track the location and status of assets in real-time, identify inefficiencies, and make decisions that drive business growth. Our IoT stack covers all the technology layers, from the edge devices to the cloud. It includes hardware components such as sensors and gateways, a robust software platforms for data management and analysis, and a user-friendly dashboard for real-time monitoring and control. Our solutions also offer robust security features to help ensure the protection of sensitive data. Additionally, Inpixon's RTLS provides scalability and flexibility, allowing organizations to easily integrate it with their existing systems and add new capabilities as their needs evolve.

In addition to our Indoor Intelligence technologies and solutions, we also offer:

•Digital solutions (eTearsheets; eInvoice, and adDelivery) or cloud-based applications and analytics for the advertising, media and publishing industries through our advertising management platform referred to as Shoom by Inpixon; and

•A comprehensive set of data analytics and statistical visualization solutions for engineers and scientists referred to as SAVES by Inpixon.

We report financial results for three segments: Indoor Intelligence, Shoom and SAVES. For Indoor Intelligence, we generate revenue from sales of hardware, software licenses and professional services. For Shoom and SAVES, we generate revenue from the sale of software licenses.

Enterprise Apps Spin-off and Business Combination

On March 14, 2023, we completed the Enterprise Apps Spin-off and subsequent Business Combination (the "Closing"). In connection with the Closing, KINS was renamed CXApp Inc. (“New CXApp”). Pursuant to the Transaction Agreements, Inpixon contributed to CXApp cash and certain assets and liabilities constituting the Enterprise Apps Business, including certain related subsidiaries of Inpixon, to CXApp (the “Contribution”). In consideration for the Contribution, CXApp issued to Inpixon additional shares of CXApp common stock such that the number of shares of CXApp common stock then outstanding equaled the number of shares of CXApp common stock necessary to effect the Distribution. Pursuant to the Distribution, Inpixon shareholders as of the Record Date received one share of CXApp common stock for each share of Inpixon common stock held as of such date. Pursuant to the Merger Agreement, each share of Legacy CXApp common stock was thereafter exchanged for the right to receive 0.09752221612415190 of a share of New CXApp Class A common stock (with fractional shares rounded down to the nearest whole share) and 0.3457605844401750 of a share of New CXApp Class C common stock (with fractional shares rounded down to the nearest whole share). New CXApp Class A common stock and New CXApp Class C common stock are identical in all respects, except that New CXApp Class C common stock is not listed and will automatically convert into New CXApp Class A common stock on the earlier to occur of (i) the 180th day following the closing of the Merger and (ii) the day that the last reported sale price of New CXApp Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the closing of the Merger. Upon the closing of the Transactions, Inpixon’s existing security holders held approximately 50.0% of the shares of New CXApp common stock outstanding.

In accordance with applicable accounting guidance, the results of CXApp are presented as discontinued operations in the Condensed Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment

Table of Contents

INPIXON AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

results for all periods presented prior to the completion of the Enterprise Apps Spin-off. The Condensed Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. See Note 24 of the Notes to the Condensed Consolidated Statements of Operations for additional information on the Enterprise Apps Spin-off.

Reverse Stock Split

On October 7, 2022, the Company effected a 1-for-75 reverse stock split. All historical share and per share amounts reflected throughout this report have been adjusted to reflect the Reverse Stock Split.

Note 2 - Basis of Presentation

Form: 10-Q

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